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FY2021 01/06/2021_LifePak Monroe County Purchasing Policy and Procedures __ ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00 Contract with: r r ;; Contract-9 200911101028 111'011202U ; - Effective Date: Expiration Date. Contract Purpose/Description: Protect ��'4%a f'StS s J ss��{�"��(f,'�111 r t �ii S1SY s s(si Vit,7�,'1�41 t star I�-➢{dt t'S.,ttsl ,+, �,,r�,, s y r ii t}1ii his$ 1fJ^.! igFt� S,"i va tii 9 ws l s+� �� r i �?a i 35 Contract is Original Agreement Contract Amend ment/Extenslon Renewal Contract Manager: "ai4 ' �� 05. 8�=6084 MCAIt1Sto # ' „ (Name) (Ext.) (Department/Stop#) CONTRACT COSTS Total Dollar Value of Contract: $ � � 2p Current Year Portion: $ � , 35"20 (must be less than S50, ) (If multiyear agreement then „��: t sit t� I jr �, mquirrs HOCC approval,unless the a $ oa.:k I vc"Imou1«Is.bs. 'bw�«''Y i Budgeted? Yes❑X No D Account Codes: 141_11502 53041 _ Grant: $ NIA lilt tit401 53041 County Match: NIA 404 -63too 53041 ADDITIONAL COSTS Estimated Ongoing Costs: $ lyr For: NIA of included in dollar value above e.-..maintenance utilities janitorial,salaries etc. CONTRACT REVIEW Changes Date Out Date In Needed ev r Department Head - Yes No ✓ '- Risk Management 12-30-2020 Yes No 12-30-2020 O.M.B./Purchasing 1213112020Yes No q CTwT t" 8r' 12/31/2020 County Attorney 12/10/20 Yes o 12/10/20 Comments: R 4. T"I 1 Page 73 of 86 Sales Rep Name: Amanda McBride 3W L Centre Ave Service Rev Miguel Rodriguez Pr se,M149009 date: 9/11/2o20 10 d: 20 11101028 01ingAre Num: Flame: Cheri Tamborskd ShippingArritNum, 1323SUZ Title. Administration Accountlisme Monroe County Fite Rescue a Phone: (305)209-6068 Account Add 49063rd Streft OceanE I: tamborsid a on CountyFl.t chy.stamVP Maratheru FL 330SO Item Model Model Description ProCare Prgigram Qty Yrs Total No. Number 1 LP15 Wepak Is l3°15 Shi In w nsl[e PM 17 ! S21%921100 .r_ F LPIS Protect i • In w OnAte PM- Repairs and labor)to respect equipment to manufacturer specifications UFEPAX ba r repair or replacement as deemed necessary by S er° Power-adapter re ir or replacement •Replace up to 311thiu batteries in accordance with the device operating instructions or upon failure, •Replace up to I coin cell memory battery in acrardance with the dealer operating Ins coons orupon Wore' Update software to the most current version Checkall batteries and ba •harptcxthe Integrity of accessories and recommend replacement as needed •Testthe Integrity afalltablesandrecommendrep mtritas needed •Electrical safety check in accordance with NFPA guidelines •Computer-aided diagnostics to test 30 device dimensions and verify the unit functions accurately veld shape and defibrillation energy to pacing current and czpnography readings(if present) •Check electrode expiration dates and recommend replacement as needed •Check printer operation and trare quality -(bnaite PM or Depot Depending onAgreement)•® Unless c1herwise stated on crotract,payment Is expected upfront. ProCare Total SL6,921LOO Discount 10% FINALTOTAL $24.235.20 rltl�r�; It3 1 02l l ;, /1 i Siryk.r stoLtusor 61 liate Customer Sl m. flor The Terms and Conditions of dals quote and any subsequent purchase order ofthe Customer are governed by the Terms and Conditio attached hereto, Thv terms and conditions referenced In the immediately preceding sentence do not apply whereCustomer and Strykerare parties to a Master Se ce AgreerneftL Purchase Order Number If contract Is over$ , 0 Llease Po— Please email signed Purchase er to p na ker.cam All Information contained within this quotation is comidered confidential and proprle ry and 17 net subject m public disciaeure. -Quote pricing valid For30 days. NAOE ATTORNEY r P ASS3 EY >Z&L20 Exhibit A to Proposal#200911101028 SEMON@MBERISHEE1' Item Model Serial Number Program No. I LP15 44SS6%6 LP15PratectShl IawOosltePM 2 LP15 48146927 LP15 ProtectShl In w Oesite PM 3 LPIS 48147284 LP1S FrftctShIp In w Onslte PM 4 LP15 47952109 LP15 Protectsmp In w Onsits Pbl 5 LP15 43529022 LP15 Pmtertsmp InwOndtePR 6 LP15 41131966 LPIS Pmwaft law OndwPM 7 LPLS 41131794 LPIS ProwtSMp 1n wOnshe PM 8 LP11 40140404 LPIS PmtectLW2 to W Onsue PM 9 LP15 39530348 LftS Proteaft InwOnsltePM 10 LPIS MUM Lris Pratraship 1nwOw1bPM 11 LPIS 42444546 LPJ 5 Pratm ShIR InwOnsitePM 12 LPIS 42448626 LPIS ProtectShly InwOzWtePM 13 LP15 40404625 LPIS ProtedShIp In wOnsite PM 14 LP35 46732688 LPIS fttmShIp InwOnsitePM 15 LPIS 46732941 LP15PmtectS hip InwOntttePM 16 LPIS 44555227 LPIS ProUctSWIs InwOtuitePM 17 LPIS 43SZ2760 LPIS PmwctShIP InwOaslteI'm Purchase Order Form stryker, Account Manager Purchase Order Date CeIlPhone Expected Del Date Stryker Quote Number 200911101029 Check box If Billing farm as Shipping E„ e }i i( ». 0 m Billing Account Num 10 ShIpOng fount Num 1323582 Loan Na ComELany:Nam Monroe q Fire Rescue Contact or De nt - mm Contact Kk!prl�ment Cheri Tamburski Street AddressStreet Address 490 63rd Street Ocean E Addfl Address llne 'i Address Une ST zip .ST ZIP Marathon,FL 33050 Phoate Phone 1305)289-6M _ .. Authorized Customer Initiais Authorized Customer Initials r il DESCRIPTION CITY TOTAL REFERENCE Q Accounts Payable Contact Information Na, Cheri Taorski Email MCFR---A-P@onroecounty- . ov Phone 305-289-6088 Stryker Terms and Conditions Authorized Customer Signature Printed Name -3 67a urtrLr; Title n ter AjV7q irl i r - Signature Dace w Attachment Stryker Quote Number 20051110102E *Sales or use tames on domestic(USA)deliveries will be invoked In addition to the price of the goods and services on the Stryker Quote, tN ROE CO ATT�Df1NEN FOi�AA P N AATCOfaNEY pate 1214,120 As of March 2020 Stryker LIFEPAK"15 service Stryker has been notified by our global parts providers that some components used on certain UFEPAK 15 monitor/defibrillator models(Part Numbers beginning with V1S-2)are no longer available In the market.Service on the UFEPAK 15 with Part Number beginning with v1S-5 at v3S-7 Is unaffected. Stryker will continue to offer service support for this subset of the UFEPAK 15 as follows: •All service parts with available Inventory can be purchased by our end users •Transactional service(time and material)Is available for non-contract customers o if a component has failed an your device,your local Sales Representative should be contacted for support •Contractual service o Stryker will continue to offer contractual service on a yearly basis only o Preventive maintenance will continue to be done on devices less than eight(8)years old.After this point,we will cease to conduct preventative maintenance and shift to device Inspections o If a component fails on your device,please contact your local Sales Representative for support.A pro-rated credit for any pre- paid service will be provided should a unit become non-serviceable due to part availability It is important to note that the UFEPAK 15 has an expected life of eight(9)years from the date of manufacture.If you are uncertain of the manufacture date of your products,please contact your local sales Representative for a full fleet assessment. We want to ensure the highest quality products and services for our customers. As such,It is Important to know that Stryker is the only FDA- approved service provider for our products.We do not contract with third party service providers,nor will we be providing them with any additional parts for these repairs. As such,we cannot guarantee the safety and efficacy of any device that is repaired by a third-party service agency. PraCare-P,RODUCf SERV.ICE*P,LAN�A'GREEMENTBMonr elCounty Flre&~Resale(November 2020) This document sets forth the entire Product Service Plan Agreement("Agreement')between Stryker Sales Corporation, through its Medical Division, hereinafterreferred to as"Stryker",and Monrue CounWFlre&eesolre,hereinafter referred to as the"Customer".This Is the entire Agreement and no other oral modifications are valid. This Agreement shall remain In effect unless canceled or modified by either party according to the following terms and conditions.Stryker accepts Customer's order expressly conditioned on Customer's assent to the terms set forth In this document.Customer's order and acceptance of any portion of the services shall confirm Customer's acceptance of these terms.Unless specified otherwise herein,these terms constitute the complete agreement between the parties.Amendments to this document shall be In writing and no prior or subsequent acceptance by Stryker of any purchase order,acknowledgment;or other documentfrom Customer specifying different and/or additional terms shall be effective unlesssigned byboth partift L SERVICE COVERAGEANOTERM Stryker shall provide to Customer the services(the'Services')as defined on Page 1 of the Stryker proposal as the equipment ProCom Programs) (hereinafter each,a'Service Plan').The equipment covered under said Service Plan is set forth on the Equipment Schedule attached to the Proposal(the 'Equipment').The Services and the Service Plan(s)are ancillary to and note complete substitute for the requirements ofCustomer to adhere to the routine maintenance Instructions provided by Stryker,its equipment and operations manuals and accompanying labels and/or Inserts for the Equipment. Customer covenants and agrees that Its personnel will follow the instructions and contents of those manuals,labels and Inserts.When Equipment or a component is replaced,the Item provided in replacementwlll be the Customer's property(if Customer owns the Equipment)and the replaced item will be Strykees property.The Service Plan(s)coverage,term.start date,and price of the Services appear on the face of the Stryker Proposal. Z. EQUIPMENTSCHEDULECHANGES During the term of the Agreement and upon each party swrinen consent,additional Equlpmentmay be Included in the Exhibit A.All additions are subject to the terms and conditions contained herein. The parties shall mutually agree that Stryker shall adjust the charges and modify the Equipment Schedule to rellectagyadditions. 3. INSPECTIONSCHEDUUNG Service Inspections will be scheduled In advance ata mutually agreed upon time rorsuch period of time as Is reasonably necessary to complete the Services. Equipment not made available at the specified time will be serviced at the next scheduled service Inspection unless specific arrangements are made with Stryker.Such arrangements will Include travel and otherspecial charges at5trykees then current rates. 4. INSPECTION ACTIVITY 04each scheduledservice Inspection,Stryker'sService Representative will inspecteaehavailable item ofEqulpmentasrequired Inaccordancewith Strykees then current maintenance procedures for said Equipment.If there Is any discrepancy or questions on the number of Inspections,price,or Equipment,the parties mutuallyagree to review and amend thisAgreement. S. CUSTOMER0BUGATIONs Customer shall use commercially reasonable efforts to cooperate with Stryker In connection with Strykees performance of the Services.Customer understands and acknowledges that Stryker Service Representatives will not provide surgical or medial advice,will not practice surgery or medicine, will not come In physical contact with the patient,will not enter the'sterile field'at anytime,and willnot direct equipment or instruments that come In contactwith the patient during surgery.Customer's personnel will refrain from requesting Stryker Service Representatives to take anyaetions in violation of these requirements or In violation of applicable laws,rules or regulations,Customer policies,or the pationes informed consent.A refusal by Stryker Service Representatives to engage in such activities shall not be a breach of this Agreement.Customer consents to the presence of Stryker Service Representatives its operating rooms,where applicable,In order for Stryker to provide Services under this Agmementand represents that It will obtain all necessary consents from patients. 6. SERVICE INVOICING (A) Custameesperfornunce and obligations to pay underthis ageeement13 contingent upon annual appropriation by the Board of County Commksloorm (B) Customer shall pay in accordance with the Morlda Local Govenment prompt PaymentAct payment%ill be made alter delivery and Inspection by Cuimmer and upon subndzslcn of Invoke byStryker. (L) Su7ker shall subadtto Custmer Involm with suppordag docinventa don acceptable to clerk,an a MONTHLY schedule In arream Accepmbdity to the Clerk is based an generally accepted accounting principle;and such laws,rules and regulations as may govern the OeWs disbursal offunds. 7. PRICECHANGES The Service prices specified herein are those In effect as of the date of acceptance of this Agreement and will continue in afl'ect throughout the term of the Service Plan. & INITIALINSPECTION ThisAgreementshall be applicable only to such Equipment as listed in the Equipment Schedule,which has been determined by a Strykees Representative to he In good operating condition upon his/her Initial Inspection thereof: 4. MAINTENANCEINSPECrION This Agreement may Include products which are beyond their warranty period and tested expected service life.Any such product will be Inspected to determine If the product meets the operations and maintenance manual guidelines for that particular product as of the date of inspection.Despite any such Inspection,Stryker makes no claims or assurances as to future performance,including no express or implied warranty,for any product which was Inspected outside of its warranty period or beyond 10 tested expected service life. 10. SERVICE PLAN WARRANTYAND LIMITATIONS Stryker represents and warrants that the Services'shall be performed In a workmanlike manner and with professional diligence and skill.Services will comply with all applicable laws and regulations.During the term of the Service Plan,Stryker will maintain the Equipment in good working condition. Notwithstanding any other provision of this Agreement the Service Plan does not include repairs or other services made necessary by or related to,the following-(t)abnormal wear or damage caused by misuse orby failure to perform normal and roudne maintenance asset out In the Stryker maintenance manual or operating Instructions.(2)accidents(3)catastrophe(4)acts of god(5)any malfunction resulting from faulty maintenance,Improper repair, damage and/or alteration by non-Stryker authorized personnel(6)Equipment on which any original serial numbers or other Identification marks have been removed or destroyed;or(7)Equipment that has been repaired with any unauthorized or nun-Stryker components.In addition,in order to ensure safe operation of the Equipment,only Stryker accessories should be used.Stryker reserves the right to invalidate the Service Plan If Equipment Is used with accessories not manufactured by Stryker. TO THE FULLEST EXTENT PERMITTED BY LAW,THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES APPLICABLE TO THE SERVICES AND ARE EXPRESSLY IN LIEU OFANY OTHER WARRANTY BY STRYKER.EXPRESSED OR iM PLIED,INCLUDING,BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY,NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. 11. WAIVERERCLUSIONS No failure to exercise and no delay by Stryker In exercising any right;power or privilege hereunder shall operate as a waiver thereof.No waiver of any breach of any provision by Stryker shall be deemed to be a waiver by Stryker of any preceding or succeeding breach of the same or any other provision. No extension of time by Stryker for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of time for performances of any other obligations or any other acts by Stryker. 11 LIMITATION OFLIABILITY EXCEPT FOR THIRD PARTY DAMAGES RELATED TO S CRYKER'S INDEMNITY OBLIGATIONS UNDER SECTION 13,STRYIWS LIABILI'IYARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID UNDER THE SERVICE PLAN DURING THE TWELVE(12)MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.IN NO INSTANCE WILL STRYKER BE LIABLE TO CUSTOMER FOR INCIDENTAL.PUNITIVE, SPECIAL,COVER,EXEMPLARY,MULTIPLIED OR CONSEQUENTIAL DAMAGES OR ATTORNEYS'FEES OR COSTS FOR ANY ACTIONS UNDER OR RELATED TO THIS AGREEMENT. 13. INDEMNIFICATION Stryker shall indemnify and hold harmless Customer from any lessor damage brought by third party which Customer may suffer directly as a result of the gross negligence or willful misconduct of Stryker or Its employees or agents in the course of providing Services.The foregoing Indemnification will not apply to any liability arising from.(I)an Injury or damage due to the negligence of any person other than Strykees employee or agent(11)the failure of any person other than Strykees employee or agent to follow any instructions outlined In the Iabe ft manual,and/or Instructions for use of the Equipment(Iln the use of any equipment or part not purchased from Stryker or any equipment or any part thereof that has been modified,altered or repaired by any person other than Stryker's employee or agent;or(lv)any actions taken or omissions trade by any Stryker employee while under the direction or control of Customer's staff.To the extent set forth In FS.768.28,Customer agrees to hold Stryker harmless from and Indemnify Stryker for any claims or losses or injuries arising from(1)-(iv)above resulting from Customer's or its employees'oragents'actions. 14. TERM ANDTERMINATION The Agreement shall commence on the date indicated on Page 1 of the Stryker Proposal entered Into between the parties and shall continue until Stryker ceases to provide Services or the Agreement Is canceled by either party by giving a ninety(90)days prior written notice of any such cancellation to the other party.I£thls Agreement Is canceled during or before the expiration date of the Agreement Customer wig owe for the months covered up to the cancellation date of the Agreement and for any parts,labor,and travel charges, required to maintain Equipment;exceeding that already paid during the Agreement.In the event Customer has pre-pald for the services hereunder,any unused amount as of the date of cancellation shall be returned to the Customer on a pro-rats basis. 15. FORCEMA(EURE Except for Customer's payment obligations,which may only be delayed and not excused entirely,neither parry to this Agreement will be liable for any delay or failure of performance that Is the result ofany happening or event that could not reasonably have been avoided or that Is otherwise beyond Its control,provided that the party hindered or delayed immediately notifies the other party describing the circumstances"using delay.Such happenings or events will include,but not he limited to,terrorism,acts of war,riots,civil disorder,rebellions,tire,flood,earthquake,explosion,action of the elements, acts of God,epidemic,pandemic,inability to obtain or shortage of material,equipment or transportation,governmental orders,restrictions,priorities or rationing,accidents and strikes,lockouts or other labor trouble or shortage. 16. INSURANCE REQUIREMEM Stryker shall maintain the following Insurance coverage during the term of the Agreement(I)commercial general liability coverage,including coverage for products and completed operations liability,with minimum limits of$1,000,000.00 per occurrence and$2.000,000.00 annual aggregate applying to bodllyinjury,personal Injury,and propertydamager(Iq automobile liability Insurance with combinedsingle limits of s1,000,000.40 forowned,hired,and non-owned vehicles;and(III)worker's compensation insurance as required by applicable law.At Customer's written request;certificates of insurance shall be provided by Stryker prior to commencement of the Services at any promises owned or operated by Customer.To the extent permitted by applicable laws and regulations,Strykershall be permitted to meetthe above requirements through a program of self-Insurance. 17. WARRANTYOFNON-EXCLUSION Each party represents and warrants that as of the Effective Date,neither It nor any of Its employees,are or have been excluded terminated,suspended,or debarred from federal orstate health care program or from participation In any federal orstate procurementor non-procurement programs.Each party further represents that no final adverse action by the federal or state government has occurred or is pending or threatened against the party,its alRllates, or,to its knowledge,against any employee,Stryker,or agentengaged to provide Services under tbisAgreement.Each party also represents that If during the term of thlsAgreementit;or any of its employees becomesso excluded,terminated,suspeaded,ordebarred from a federal orstate health care program or from participation In any federal arstate precurementornon-procurement programs,such will promptly notify the other party.Each party retains the right to term mate oe modify this Agreement In the event of the other patty's exclusion from a federal or state health care program. IL COMPLIANCE Stryker,as supplier,herebylnformsCustomer.as buyer,of customer's obligation to make allreparts anddisclosuresrequired bylaw or contract,Including without llmltatlan properly reporting and appropriately reflecting actual prices paid for each Item supplied hereunder net of any discount(including rebates and credits,if any)applicable to such Stem on Customer's MedIare cost reports,and as otherwise required under the Federal Medicare and Medicaid Anti-Kickback Statute and the regulations thereunder(42 CFR Part 1001.952(h)).Pricing under this Agreement(and each Service Plan]may constitute discounts on the purchase of Services.Customer represents that(Q it shall make all required cost reports,and(11)It has the corporate power and authority to make or cause such cost reports to be made.To the extant required by law.Customer and Stryker agree to cam ply with the omnibus Reconciliation Act of 1990(P.I.96Z499)and It's Implementing regulations(42 CFR,Part 420).To the extent applicable to the activities of Stryker hereunder.Stryker further sp eclfically agrees that until the expiration orfour(4)years after furnishing Services pursuant to thlsAgreement,Stryker shall make available,upon written request or the secretary of the Department of Health and Human Services,or upon request of the Comptroller General,or any of their duly authorized representatives,this Agreement and the books,documents and retards of Stryker that are necessary to verify the nature and extent of the costs charged to Customer hereunder.Stryker further agrees that If Stryker carries out any of the duties of this Agreement through a subcontract with a value or cost often thousand dollars(S10,000)or more over a twelve(12)month period,with a related organization,such subcontract shall contain a clause to the effect thatuntil the expiration of four(4)years after the furnishing ofsuch services pursuant to such subcontract the related organization shall make available,upon written request to the Secretary,or upon request to the Comptroller General,or any of their duty authorized representatives the subcontract.and b ooks and documents and records of such organization that are necessary to verify the nature and extent of such costs. In performance of this Agreement Stryker shall also comply with all applicable state and federal regulations,Including but not limited to discrimination laws. 19. CONFIDMWMLIY The parties hereto shall hold in confidence this Agreement and the terms and conditions contained herein(including Services Plan pricing)and any Information and materials which are related to the business of the other or are designated as proprietary or confidential,herein or otherwise,or which a reasonable person would consider to be proprietary or confidential Information;and(b)hereby covenant that they shall not disclose such information to any third party without prior written authorization of the one to whom such Information relates.The rights and remedies available to a party hereunder shall not Ilmitor preclude any other available equitable orlegal remedies. 20. HIPAA Stryker is nota'bustnessassoclate'of Customer,as the term business assadate'is defined by HIPAA(the Health Insurance Portabilityand Accountability Actof 1996and45 C.F.R parts142 and 160-164,as amended).All medical Information and/or data concerningspecif c patients(Including,but notlimlted to,the Identity of the patients),derived Incidentally during cite course of this Agreement,shall be treated by both parties as confidential,and shall notbe released,disclosed,or published to any party other than as required or permitted under applicable laws. 2L MISCELLANEOUS Neither parry may assign or transfer their rights and/or benefits under this Agreement without the prior written consent of the other party,except that either party shall have the right to assign this Agreement or any rights under or interests In this Agreement to any parent,subsidiary or aflillatc. All of the terms and provisions of this Agreement shall be binding upon,shall Inure to the benefit of,and be enforceable by permitted successors and assigns of the parties to this Agreement This Agreement shall be construed and interpreted in accordance with the laws of the state where Customer is located.The Invalidity,In whole or In part,of any of the foregoing paragraphs,where determined to he Illegal,Invalid,or unenforceable by a court or authority of competent jurisdiction,will notaffect or Impair the enforceability of the remalnder of the Agreement ThlsAgreement constitutes the entire agreement between the parties concerning the subject matter of thisAgreementand supersedes all prior negodationsand agreements between the parties concerning the subject matter of this Agreement:In the event of an Inconsistency or confllct between this Agreement and any purchase order,Invoice,or similar document,this Agreementwlll control.Any Inconsistency orconfllct between the terms of this Agreement and a Service Plan shall be resolved In favor of the Service Plan.The sections entitled Limitation of Liability,Indemnification,Compliance,Confidentiality and Miscellaneous of this Agreement shall survive Its termination or expiration. See Monroe County Addendum Attached as Exhibit B tT B: Addendum to ProCare Proposal Terms and Conditions ADDENDUM to Proposal 4200911101028 1) Books, Records and Documents. Stryker shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the to of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Stryker pursuant to this Agreement were spent for purposes not authorized by this Agreement, Stryker shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Stryker. 2) Governing Law, Venue, Interpretation: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Stryker agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and Stryker agree that, in the event of conflicting interpretations of the terms or a to of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 3) Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,covenants,conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Stryker agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 4) Attorney's Fees and Costs. The County and Stryker agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees,court costs, investigative,and out-of-pocket expenses,as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 5) Binding Effect. The terms,covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Stryker and their respective legal representatives, successors,and assigns. 6) Authority. Each party represents and warrants to the other that the execution,delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action,as required by law. 7) Adjudication of Disputes or Disagreements. County and Stryker agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties,then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. 8) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation,execution,performance, or breach of this Agreement, County and Stryker agree to participate,to the extent required by the other party, in all proceedings,hearings, processes,meetings,and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Stryker specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9) Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred,this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: I) Title VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion,sex, and national origin; 2)Title 1X of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps;4)The Age Discrimination Act of 1975,as amended(42 USC§§6101-6107),which prohibits discrimination on the basis of age;5)The Drug Abuse Office and Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970(PL 91616),as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, §§ 523 and 527(42 USC §§690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9)The Americans with Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10)Monroe County Code Chapter 14, Article II,which prohibits discrimination on the basis of race,color,sex, religion,national origin, ancestry,sexual orientation,gender identity or expression,familial status or age;and 1 I)any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. County and STRYKER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party,effective the date of the court order. Stryker agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1)Title VI of the Civil Rights Act of 1964(PL 88-352)which prohibits discrimination on the basis of race,color or national origin;2)Title IX of the Education Amendment of 1972,as amended(20 USC ss. 1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973,as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps;4)The Age Discrimination Act of 1975,as amended(42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5)The Drug Abuse Office and Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records;8)Title VIII of the Civil Rights Act of 1968(42 USC s.et seq.),as amended,relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of,this Agreeement. 10) Covenant of No Interest. County and Stryker covenant that neither presently has any interest,and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement,and that only interest of each is to perform and receive benefits as recited in this Agreement. 11) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 12) No Solicitation/Payment. The County and Stryker warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it,to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company,corporation, individual, or firm,other than a bona fide employee working solely for it, any fee,commission,percentage,gift,or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, STRYKER agrees that the County shall have the right to terminate this Agreement without liability and,at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission,percentage,gift,or consideration. 13) Public Records Compliance. Stryker must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Stryker shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119,Florida Statutes,and made or received by the County and Stryker in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by Stryker.Failure of Stryker to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Stryker is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, Stryker is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records,provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract tern and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of Stryker or keep and maintain public records that would be required by the County to perform the service.If Stryker transfers all public records to the County upon completion of the contract, Stryker shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.If Stryker keeps and maintains public records upon completion of the contract,Stryker shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County,but if the County does not possess the requested records, the County shall immediately notify Stryker of the request, and Stryker must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If Stryker does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10,Florida Statutes. IF STRYKER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, BRADLEY-BRIAN@MONROECOUNTY FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12th STREET, SUITE 408, KEY WEST, FL 33040. 14) Non-Waiver of Immunity. Notwithstanding the provisions of Sec.768.28,Florida Statutes, the participation of the County and Stryker in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 15) Privileges and Immunities. All of the privileges and immunities from liability,exemptions from laws, ordinances, and rules and pensions and relief, disability,workers' compensation, and other benefits which apply to the activity of officers,agents,or employees of any public agents or employees of the County,when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers,agents,volunteers,or employees outside the territorial limits of the County. 16) Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to,nor shall it be construed as,relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further,this Agreement is not intended to,nor shall it be construed as,authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 17) Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and Stryker agree that neither the County nor Stryker nor any agent,officer,or employee of either shall have the authority to inform,counsel,or otherwise indicate that any particular individual or group of individuals,entity or entities, have entitlements or benefits under this Agreement separate and apart,inferior to,or superior to the community in general or for the purposes contemplated in this Agreement. 1 S) Attestations. Stryker agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 19) No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 20) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 21) Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 22) Mutual Review. This agreement has been carefully reviewed by Stryker and the County, therefore this agreement is not to be construed against either party on the basis of authorship. 23) Indemnification/Hold Harmless. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Stryker shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (1) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine,penalty or business interruption,and(W)any costs or expenses(including,without limitation, costs of remediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of,or in connection with a violation of any federal law or regulation,attorneys' fees and costs,court costs,fines and penalties)that may be asserted against, initiated with respect to,or sustained by, any indemnified party by reason of, or in connection with, (A)any negligent acts or willful misconduct of Stryker or any of its employees,agents, contractors or other invitees on the Airport during the term of this Agreement, or(B) Stryker's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions, including but not limited to improper maintenance of the system or runway and/or improper use or misuse of the system, of the County or any of its employees, agents,contractors or invitees(other than Stryker). Insofar as the claims,actions,causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this lease or any earlier termination of this Agreement. In no event shall liability exceed the value of the contract. stryker 00 E,Centre Ave, Portage, MI 4002 USA , �f 1-800-ST YKER ��1214120 stryker.com ., , : ho it may concern Emergency Care Parts and Service _. .......__.................. January 1, 2020 Stryker's Medical division certifies that it is the original equipment manufacturer (OEM) or sole source distributor of parts for er's Emergency Care products. All parts are manufactured at Stryker or supplied to Stryker by approved vendors. Stryker employs its own field service team (known as ProCare Services)to service its products. Stryker only uses OEM parts for repairs and has exclusive use of certain proprietary tools for diagnostics and repairs; Stryker Emergency Care products at require the use of such proprietary tools include,but are not limited to • Power-LOAD fastener • Power-PRO cot • LUCAS 3 chest compression system • LIFEPAK 15 monitor/defibrillator • LIFEPAK 2e monitor/defibrillator • LIFEPAK 100 defibrillator • LIFEPAK CR Plus/LIFEPAK C2 defibrillator Tooling is calibrated,documented and controlled by 5 er's home offices in Portage,MI,USA and Redmond,WA, USA. Calibration records and training records are available upon request. Service repairs are documented and reviewed by er's quality team; To help ensure S er's commitment to quality,Stryker tracks and trends its service to help ensure the highest level of product performance for its customers. Preventive maintenance(PM) and service history documentation is available upon request. The Quality Management System of 5 er's Medical division is ISO 13 5.2016 certified. Please contact your local Stryker representative with questions, Stryker Corporation or Its divisions or other corporate affiliated entitles own,use or have applied for the following trademarks or service marks.CR Plus, LIFEPAK.LUCAS,Power-LOAD,Power-PRO,ProCare,Stryker.All other trademarks are vade=rks of their respective owners or holder. Copyright 0 2019 Stryker Mkt Lit-1630 03 JAIL 20113 Rev C CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE tS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEQATNELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THUS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRU NNT MW OR PRODUCER,AND THE CERTIFICATE HOLOOL the ce rate r an p muss.eveprwvigions orb@sn raetL SUBROGATION IS WANED,subjeci to Use h nns and conditions of the policy,certain policles may require an endarsemant A stalement on this cerliffeste does not confer is to the eertiNonle holder in Ileu of such enderssmenya). PRaDLICpI Am Risk services central, Inc. R (sit) 456-51" +� (616) 456-7451 Grand Rapids III office - 90 Louis Street Nw suite 200 Mes, - Grand oapids HE 49503 USA alsupEAtaIAFFcaVEtuoR N=s saiURea eaur"k. old Republic Insurance Coxipamyy 24147 S Mer Corporation i subsidiaries Asa, aAirwfw Boulevard Kalamazoo RI 49002 USA soup=a boom tr $SUsmt is CO CE N BETE: T REVWN NUMSER: OfU MV INDICATED.NOTWITHSTANDING ANY REOUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAW.THE INSURM CE AFFORDED BY THE POLICIES DESCRIBED HEREIN I5 GUBlECT TO ALL THE TE RM% E1iCt.USIONS AND CONDITIONS OF SUCH POLICIES.LM7S SHOWN MAY HAVE SEEN REDUCED BY?AID CLAM. (11wNs shown are s• _ues_ rna or as URANCI Pa1JCY MINlRIL mare K COMMO NLGRHRRALU*SUY _.. - T � 1, CADZMAM o o� 3500,R0 $En {Any a Eatl tided' AAM NXW S1,000.000� ,AOGAEpATE LaerAPPlm$PER: 1e x .POLICY �PM1. �LM PAxxiUCTS-COI~AGO 32,000,000 OfHEII A AUT0MMULUa M Y Mara 312744 20 0/ 1/` H' 2/ 1/ 0'1 wLssnEuewcraLAsY 31,000, x L.AAYAUTO -'a00LYNR1RYIPWp�j -'OWIRM nt=AEO NOMY KAJRV _. Pw@ x ONLY .-._ •AUTOS ONLY umaaRLLALw omeT .. ____ GAM OCCURRENCE axcs"L" CLADA&MOR AGWOM -70 111PLaw R'LUALN'T AMYPIbMifINIA76ATne'Tf E7�SlTNB : ADS31,000. A OrFEWHAUSEREXMIZOW w MIA lnrxs31214520 ntialna:o 02'a RACHACCIODn' 'a21 L:L a .. . Pk""rH$$M Excess we - MI IL au $1,000. "EL Y I phy$i*-control. Inc. and its affiliated companies are named under the referenced policy($). nroe County Board of eomissioners is included as additional insured (form C4 20ab 0413 or most current edition), whore required by written contract, In accordance with the policy provisions of the commercial general liability and auto■obvle liability policies. - CERTIFICATE HOLDER CANCELLATION OM" ANY of THE Aaove DESCRAft POLORS Id CANCM10 NEFORs. THE 10m OAT$THEraw.NOM rill.an DIUVIRED e1 yam TIMIN POLICY P Pam, Monroe County A&AMORMED MOVULSMATM ward of county commifisioners LIDO Simonton Street Key West FL 33050 USA 01018-2015 ACORD CORPORATION.All rights reserved ACORD 25(2010183� The ACORD name and logo are registered marks ofACORD